The following Terms and Conditions of Sale (“Terms and Conditions”) govern the sale of products (“Products”) by IT-GOLDTECH LLC (“Seller”) to you (referred to herein as “you” or “Buyer”) and shall constitute a binding agreement between Seller and you. An acceptance of an order by Seller is expressly conditioned on your assent to and acceptance of these Terms and Conditions, and your placement of an order for Products with Seller shall be deemed an express acceptance of and assent to these Terms and Conditions. No changes to, waiver of, or addition to these Terms and Conditions shall be effective unless agreed to in a writing signed by Seller. No course of prior dealings between the parties shall be relevant to supplement or explain any term used in these Terms and Conditions. These Terms and Conditions shall apply to all of Buyer’s purchases and resale (if any) of the Products, unless otherwise modified by Seller in writing. These Terms and Conditions may be modified by Seller, at any time, for any reason, upon thirty (30) days’ prior written notice to you.

1. QUOTATIONS. From time to time, Seller may provide Buyer with a quotation for the Products including pricing information and/or technical specifications. Such quotations are estimates only and nonbinding, unless otherwise mutually agreed by the parties in writing. Quotations do not constitute an offer to sell or a commitment by Seller.

2. PRICING. All prices are in U.S. Dollars. All prices are exclusive of shipping and handling charges; insurance; all federal, state or municipal sales, use or other similar taxes Seller may be required to collect or pay upon sale or making of the Products available to Buyer; crating; custom duties; and other charges related thereto. Buyer shall be responsible for all such charges, unless otherwise agreed by the parties in writing. For the avoidance of doubt, prices do not include installation, testing, commissioning or any after-sales service.

3. ORDER PLACEMENT. If Buyer wishes to purchase any Products, Buyer shall submit an order for such Products by either (i) submitting to Seller, by email or other mutually agreed means, a written purchase order referencing Seller’s applicable quotation with respect to such Products, or (ii) signing and returning to Seller, by email or other mutually agreed means, Seller’s applicable quotation. Any purchase order or signed quotation submitted by Buyer shall constitute an offer to purchase the applicable Products. No contract shall be formed between Seller and Buyer with respect to the applicable Products unless and until Seller issues to Buyer an invoice confirming the applicable order. Seller’s issuance of such invoice shall constitute acceptance of Buyer’s offer. Upon Seller’s issuance of the invoice, a binding contract shall be formed consisting of (x) these Terms and Conditions, (y) Seller’s applicable quotation (as issued by Seller and without modification except as expressly agreed in writing by Seller), and (z) the invoice issued by Seller. Upon acceptance by Seller, orders may not be cancelled, withdrawn or modified by Buyer without the prior written consent of Seller, which consent may be conditioned or withheld by Seller in its sole discretion. Seller reserves the right to accept or reject any order placed by Buyer, in Seller’s sole discretion, and may immediately discontinue its relationship with Buyer at any time, at Seller’s sole and exclusive discretion.

4. PAYMENT TERMS.
(a) Unless otherwise agreed in writing by Seller, Buyer shall pay to Seller the purchase price of the Products, plus any applicable taxes, shipping and handling fees (if any), and other charges which are the responsibility of Buyer under these Terms and Conditions in accordance with the following terms: (i) fifty percent (50%) of the order total amount (the “Initial Deposit”) within five (5) business days of the issuance of Seller’s invoice to Buyer, and (ii) the remaining fifty

percent (50%) balance (the “Balance”) upon Seller notifying Buyer that the Products will be available for Buyer’s collection at the Pickup Location (as defined below) on a specified date (the “Available Date”). Generally, the Available Date will be not less than one (1) week from the date of such Seller notice to Buyer. For the avoidance of any doubt, any delivery or availability date included in Seller’s invoice prior to Seller’s receipt of confirmation from the manufacturer that the Products are ready does not constitute the Available Date, as provided herein. Notwithstanding anything to the contrary contained herein, the Products shall not be released to Buyer unless and until payment in full of all amounts owed to Seller in relation to the applicable Products has been received by Seller from Buyer. All payments made by Buyer shall be in U.S. Dollars and may be tendered by (x) ACH or wire transfer per the payment instructions provided by Seller from time to time, (y) check, or (z) credit card. To the extent permitted by applicable law, payments made by credit card shall be subject to a credit card surcharge of three percent (3%), or such lower amount as may be required by applicable law. Buyer shall include the applicable order number, with each payment. If Buyer fails to tender any payment due hereunder, Buyer shall pay monthly interest at the highest rate permitted by applicable law, and shall be responsible for all fees and costs, including, but not limited to, reasonable attorneys’ fees, incurred in connection with the collection of such debt.

(b) Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that the Initial Deposit constitutes an agreed amount of liquidated damages in the event that Buyer, without Seller’s prior written consent, cancels the applicable sales order following Seller’s acceptance thereof or fails to collect the applicable Product(s) within sixty (60) days of the Available Date. The parties further acknowledge that, at the time of order acceptance, the actual damages that Seller would sustain as a result of any such breach by Buyer would be impracticable or extremely difficult to determine with certainty. Accordingly, the parties agree that the Initial Deposit represents a reasonable effort by the parties to estimate in advance the damages that Seller would likely incur as a result of such Buyer breach, and that such amount is reasonable under the circumstances existing at the time of order acceptance. In the event of such breach by Buyer, the Initial Deposit shall be retained by Seller as liquidated damages (and not as a penalty) and shall be nonrefundable. In such event, and subject to and to the extent permitted by applicable law, Buyer acknowledges that Seller may dispose of the applicable Product(s) at Seller’s discretion, including via resale. Upon such disposition, Buyer shall have no further rights in or title to the Product(s) (if any).

(c) Buyer acknowledges that Seller may source its Products from suppliers in the European Union, and that the pricing of the Products is based in part on currency exchange rates in effect as of the Order Date (as defined below). As such, Seller bears upstream foreign exchange exposure, and Buyer acknowledges that this Section represents a reasonable allocation of foreign exchange risk between the parties and is not a penalty. For purposes of the applicable order, the “Reference Exchange Rate” means the EUR/USD exchange rate (expressed as the number of U.S. Dollars per one Euro) published by the European Central Bank (or, if unavailable, a comparable reputable financial source selected by Seller in its sole discretion) as of the close of business on the date Seller issues the invoice accepting Buyer’s order (the “Order Date”). If, on the date the Balance is due, the EUR/USD exchange rate exceeds the Reference Exchange Rate by more than five percent (5%) (reflecting a weakening of the U.S. Dollar against the Euro) (the “FX Threshold”), the Balance shall be increased by the percentage increase in the exchange rate in excess of the FX Threshold (the “Balance FX Increase”). By way of example only, if the Reference

Exchange Rate is 1.10 USD per EUR, and the exchange rate on the Balance due date is 1.18 USD per EUR (a 7.27% increase), then the Balance shall be increased by 2.27%. No adjustment shall be made to decrease the Balance as a result of any decrease in the EUR/USD exchange rate (reflecting a strengthening of the U.S. Dollar). No adjustment shall apply hereunder unless the exchange rate movement exceeds the FX Threshold. For the avoidance of doubt, any adjustment under this Section shall apply solely to the Balance. Buyer agrees to pay the Balance FX Increase upon demand.

5. SHIPPING AND DELIVERY. Unless otherwise agreed by the parties in writing and reflected in Seller’s invoice, delivery of the Products shall be made Ex Works (Incoterms® 2025) at the agreed pickup location specified in the applicable invoice (the “Pickup Location”). For the avoidance of doubt, all prices are Ex Works, and Buyer shall be solely responsible, at its risk and expense, for the collection of Products from the Pickup Location, the loading of such Products onto or into any vehicle, vessel or other means of transport, and shipment of the Products from the Pickup Location to any other destination, as well as the organization or use of any third-party delivery service to ship Products from the Pickup Location to any other location. Buyer shall provide Seller with reasonable advance notice of the name of any third-party delivery service used by Buyer to collect Products together with the date on which collection of Products will occur, either by the third party or by Buyer itself. If, at Buyer’s request, Seller agrees to arrange transportation on Buyer’s behalf, Seller shall do so solely as a courtesy to Buyer and at Buyer’s risk and expense. In such case, Seller’s arrangement of transportation shall not modify the Ex Works delivery terms or the transfer of title and risk of loss hereunder. Seller reserves the right to make Buyer’s order available in multiple parts and furnish separate invoices for each partial order made available to it, which Buyer shall pay notwithstanding that such order is in partial fulfillment of the quantity ordered. Buyer understands and agrees that delivery and/or shipment dates provided by Seller on Seller’s invoices or otherwise are estimates only. Seller shall make commercially reasonable efforts to make the Products available to Buyer in accordance with such dates; provided, however, that Seller shall not be liable for failure or delay in meeting such estimated dates. Buyer shall arrange for collection of the Products on the Available Date. If Buyer fails to collect the Products within thirty (30) days following the Available Date, Buyer shall thereafter be responsible (and agrees to reimburse Seller) for all costs and expenses incurred by Seller as a result of Buyer’s failure to collect the Products from the Pickup Location within such timeframe, including, but not limited to, demurrage charges and any transportation, insurance or warehousing related costs. In the event that Buyer fails to collect the Products within sixty (60) days of the Available Date, as Seller’s exclusive remedy, Seller shall have the rights set forth under Section 4(b) above. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, Seller shall have no obligation to release the Products to Buyer until Seller has received payment in full of the purchase price for the Products, together with any and all other amounts due and owing to Seller hereunder.

6. TITLE & RISK OF LOSS; NO TRANSFER. Title to and risk of loss of the Products shall pass to Buyer when Seller completes its delivery obligations hereunder with respect to the Products. Notwithstanding anything to the contrary contained herein or in any invoice or order confirmation, prior to payment in full for the applicable order, Buyer shall not resell, assign, lease, sublicense, transfer, pledge, encumber or otherwise dispose of the Products, whether voluntarily or involuntarily, and shall not permit any lien, security interest or other encumbrance to attach to the Products. For the avoidance of any doubt, any loss of, damage to, or contamination of the Products occurring after the transfer of risk in accordance herewith shall be the sole

responsibility of Buyer. Seller expressly disclaims any liability in connection with any such loss, damage, or contamination.

7. INSPECTION AND ACCEPTANCE; CLAIMS. Buyer shall promptly examine the Products upon receipt thereof. Buyer shall notify Seller in writing of any alleged shortage, defect, damage, contamination or other nonconformity of the Products with the applicable order confirmation (each, a “Product Defect”) within forty-eight (48) hours of Buyer’s receipt of the applicable Products (the “Notice Period”). Such notice shall describe the Product Defect in reasonable detail and be accompanied by supporting evidence, where applicable. Buyer’s failure to provide written notice of a Product Defect within the Notice Period shall constitute an irrevocable acceptance of the Products and a waiver of any claims relating thereto, and Seller shall have no further liability with respect to such Product Defect, subject only to Buyer’s rights under Section 14 hereof. Seller will investigate all proper and timely submitted claims and inform Buyer of its determination. Should Seller’s investigation reveal that the applicable Products have a Product Defect at the time risk of loss transferred to Buyer (“Defective Products”), Buyer’s exclusive remedy for any Product Defect shall be limited, at Seller’s sole option, to Seller’s repair or replacement of the Defective Products within a reasonable time. Seller shall have no obligation to provide any other remedy for a Defective Product, unless otherwise expressly agreed in writing or as provided pursuant to Section 14 hereof.

8. SECURITY INTEREST. Buyer hereby grants to Seller a security interest in all of Buyer’s right, title, and interest in and to the Products and all proceeds thereof as security for the payment of the purchase price of the Products, as well as any and all taxes, shipping, handling and other costs and expenses paid by Buyer to Seller in connection with the purchase of the Products. Buyer acknowledges that the security interest granted under this provision is a purchase-money security interest under applicable law. Seller may file a financing statement for such security interest, and Buyer shall execute such statements or other documents as are necessary to perfect Seller’s security interest in the Products. Buyer also authorizes Seller to execute, on Buyer’s behalf, such statements or other documentation necessary to perfect Seller’s security interest in such Products and to deliver authenticated notices to the holders of any conflicting security interests in the Products that state that Seller has or expects to acquire a purchase-money security interest in such Products. Seller shall be entitled to all applicable rights and remedies of a secured party under applicable law.

9. RETURNS; MODIFICATIONS; CANCELLATIONS. All sales of Products are final. No Product may be returned or exchanged, nor may any accepted order be cancelled, withdrawn or modified, without the prior written consent of Seller, which may be granted or withheld at Seller’s sole and exclusive discretion.

10. PRODUCT CHANGES. Seller reserves the right to modify or discontinue any Product or Product design, at any time without notice to Buyer.

11. CUSTOMIZATION REQUESTS. Buyer may request that any Product be customized or configured to Buyer’s specific requirements (“Customization”) by submitting a written request to Seller with reasonable detail as to Buyer’s desired specifications (“Buyer Specifications”). Seller shall have no obligation to accept or implement any Customization request unless Seller expressly agrees to do so in writing. Any accepted Customization shall be subject to additional costs, pricing adjustments, lead time changes, and other terms as agreed by the parties in writing. Seller may require additional deposits or advance payments in connection with any Customization. Without limiting any other terms and conditions herein, all orders of Products for which Customization has been agreed to (hereinafter, “Customized

LOSS OF PROFITS, LOSS OF PRODUCTION, DOWNTIME, LOSS OF REVENUE, OR DIMINUTION IN VALUE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATIONS APPLY TO BOTH BUYER AND BUYER’S CUSTOMERS. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 16 IS INTENDED TO LIMIT ANY LIABILITY IMPOSED BY ANY STATUTE OR COMMON LAW PRINCIPLE, UNLESS AND TO THE EXTENT THAT IT IS LAWFUL TO DO SO.

17. BUYER’S DEFAULT. If Buyer fails to make any payment due to Seller under these Terms and Conditions or any other order or agreement with Seller (including, but not limited to, any invoice issued by Seller), the total amount payable under these Terms and Conditions and/or any other order or agreement with Seller shall become immediately due and payable. In addition, Seller shall have the right to withhold or cancel any further shipments to Buyer until such payment has been made in full. Subject to these Terms and Conditions, Seller retains the right, upon breach of these Terms and Conditions by Buyer and to the extent permitted under applicable law, to sell any Products in Seller’s possession that were intended for Buyer and apply the proceeds to Buyer’s obligations. Nothing contained in this Section 17 shall be deemed a waiver and/or limitation of any other rights and/or remedies available to Seller at law or in equity.

18. INTELLECTUAL PROPERTY RIGHTS. Any sale of Products hereunder shall not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Seller or any of its third-party manufacturers, whether relating to the Products or any manufacturing process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Seller or its third-party manufacturers, as applicable. Buyer shall indemnify, hold harmless and defend Seller and any third-party manufacturer of the Products from and against any claim, loss, damage, expense and cost, including, without limitation, reasonable attorney’s fees, resulting from or otherwise relating to any claimed infringement of patent, copyright, trademark or other proprietary rights arising out of compliance by Seller and/or its third-party manufacturer with the Buyer Specifications. Except as expressly permitted in writing by Seller, Buyer shall not, and shall not permit any third party to, directly or indirectly: (i) copy, disclose, distribute or otherwise make available any Product Information; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or design of the Products; (iii) modify, translate, adapt, or create derivative works of the Products or any Product Information; or (iv) use the Products or Product Information for competitive analysis, benchmarking or the development or manufacture of competing products.

19. FORCE MAJEURE. Seller shall not be liable for failure to deliver or for delay in delivery or other performance hereunder due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, (iii) fire, natural disasters, or severe adverse weather conditions, (iv) strikes, lock-outs, go-slows, work stoppages or other labor difficulties, (v) war, invasion, hostilities (whether or not war is declared), terrorist threats or acts, acts of foreign enemies, riot or other civil disturbance, (vi) insolvency or other inability to perform by the manufacturer, (vii) delay in transportation, telecommunications breakdowns, power outages or shortages, or inability or delay in obtaining supplies of adequate or suitable materials, (viii) governmental laws, rules, regulations or other requirements, (ix) embargoes, sanctions, blockages or import/export controls in effect on or after the date of Seller’s order confirmation, (x) epidemic, pandemic or other severe public health crisis, or (xi) any other commercial

impracticability. If such a delay occurs, Seller’s delivery or performance shall be extended for a period equal to the time lost by reason of delay.

20. PRODUCT SAFETY. Buyer acknowledges that, at the time of delivery to Buyer by Seller, the Products comply with the manufacturing and product safety regulations applicable in the European Union at the time of production, including CE marking, where applicable. Buyer shall be solely responsible for verifying that such CE specifications and any other characteristics of the Products comply with all mandatory laws, rules, regulations, and standards applicable at the place of installation and use. Seller expressly disclaims any and all liability in connection with such local compliance. If the Products do not so comply, Buyer may request a quote for Customization in accordance herewith. Without limiting the foregoing, Buyer shall furnish to all individuals and entities using, buying or otherwise obtaining the Products from Buyer any and all safety warnings, guidelines and/or manuals applicable to the Products. Buyer shall indemnify, defend, and hold harmless Seller from and against any claim, loss, damage, expense and/or cost, including, without limitation, reasonable attorney’s fees and court costs, resulting from or otherwise relating to (i) any claimed failure by Buyer to comply with such laws, rules, regulations and industry safety standards or failure to furnish individuals and entities using, buying or otherwise obtaining the Products from Buyer with applicable safety warnings, guidelines and/or manuals, (ii) any accident, damage, loss or injury to any person or property or any other liability caused by Buyer’s or its customer’s misuse or improper or negligent installation, operation, maintenance, storage or handling of any Products, or (iii) the unauthorized alteration of a Product or Product label or Product safety warnings by Buyer or its customer or which Buyer or its customer knowingly permitted.

21. COMPLIANCE WITH LAW. In addition to its obligations under Section 20 hereof, Buyer shall comply with all applicable laws, ordinances, rules and regulations of Federal, State, municipal and other governmental authorities and the like in connection with its business and the performance of its obligations under these Terms and Conditions.

22. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law rules that require the application of the laws of another jurisdiction. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions or any transactions hereunder.

23. DISPUTE RESOLUTION; ATTORNEYS’ FEES. In the event of any dispute, claim or controversy arising out of or relating to these Terms and Conditions (a “Dispute”), the parties shall first attempt in good faith to resolve such Dispute amicably through negotiations. If the Dispute has not been resolved within thirty (30) days following written notice of the Dispute from one party to the other, either party may submit the Dispute to non-binding mediation administered by a mutually agreed mediator in Los Angeles, California. The parties shall share equally the mediator’s fees and administrative costs, and each shall bear their own attorneys’ fees and expenses incurred in connection with the mediation. If the Dispute is not resolved through mediation within sixty (60) days after the appointment of the mediator (or such longer period as the parties may agree in writing), either party may commence legal proceedings. Any legal action or proceeding arising out of or relating to these Terms and Conditions shall be brought exclusively in the Federal and/or State courts sitting in Los Angeles, California, and the parties irrevocably submit to the exclusive jurisdiction and venue of such courts and waive any objection based on forum non conveniens or improper venue. If any party institutes any legal action or proceeding against the other party arising out of or relating to these Terms and Conditions, the prevailing party in a final, non-appealable

judgment regarding the action or proceeding is entitled to receive, and the non-prevailing party shall pay, in addition to all other remedies to which the prevailing party may be entitled, the costs and expenses incurred by the prevailing party in conducting or defending the action or proceeding, including actual attorney’s fees and expenses and court costs, even if not recoverable by law.

24. NOTICES. Except for routine communications and as otherwise provided herein, any notice required or permitted to be given under these Terms and Conditions shall be made in writing and shall be deemed to have been given if sent by nationally or internationally recognized delivery service (proof of delivery requested), to the following addresses: if to Seller, to 707 S. Broadway, Suite 910, Los Angeles, CA 90014; and if to Buyer, to the address Seller has on file for Buyer. Notices shall be deemed to have been received upon receipt as indicated by the date on the signed receipt or other proof of delivery. Either party may from time to time change the address to which notices to it shall be given by giving notice of such change to the other party in the manner provided for herein.

25. NO ASSIGNMENT. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms and Conditions, without the express prior written consent of Seller, which may be granted or withheld in Seller’s sole and absolute discretion. Any assignment or delegation in violation of this Section 25 shall be null and void.

26. GENERAL PROVISIONS. These Terms and Conditions, together with each Seller-issued quotation (as issued by Seller and without modification except as expressly agreed in writing by Seller) and each Seller-issued invoice, shall govern and control each of the parties’ respective rights and obligations regarding the subject matter hereof and thereof, shall constitute the entire agreement between Seller and Buyer with respect to such subject matter, and shall supersede the terms and conditions of any documentation provided by Buyer. Any changes, interlineations, deletions, or additional terms inserted by Buyer and contained in any Seller quotation signed by Buyer shall be null and void and of no effect unless expressly agreed to in writing by Seller. In the event of any inconsistency between the terms of any invoice or quotation issued by Seller and these Terms and Conditions, the order of priority shall be as follows: (i) the terms of the applicable invoice, (ii) the terms of the applicable quotation (as issued by Seller and excluding any changes, interlineations, deletions, or additional terms made by Buyer that are not expressly agreed to in writing by Seller), and (iii) these Terms and Conditions. Any term or condition in any order, confirmation or other document or communication furnished by Buyer which is in addition to, different from or conflicting with these Terms and Conditions is expressly rejected by Seller and will not be binding upon Seller unless expressly agreed to in writing. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision of these Terms and Conditions. The headings contained herein are for purposes of convenience only and shall not control or affect the meaning or construction hereof. These Terms and Conditions shall be binding on Buyer even if not executed by Seller.